The majority of our MPM based research involves imaging deep in living thick samples, examples ranging from isolated ganglia to living mice. We also need a system in which both caged reagent and neurotransmitter activation and electrophysiology can be carried out simultaneously during imaging. An upright microscope is required for this system to permit the use of the long working distance, water immersion optics. A system based on a fixed-stage Olympus AX-70 upright microscope is being constructed, and will facilitate voltage and current clamping, patch clamping, continuous data (image) acquisition to hard disk, and facilities for multiphoton uncaging. Also included is physiological monitoring instrumentation for in vivo experiments with mammals. This system is being used in many of our current collaborations that require deep imaging in living systems.